i) Provisions are recognised when the Companyhas a present obligation (legal or constructive)as a result of a past event, if it is probable that anoutflow of resources embodying economic benefitswill be required to settle the obligation and areliable estimate can be made of the amount of theobligation. Such provisions are determined based
on management estimate of the amount required tosettle the obligation at the Balance Sheet date. Whenthe Company expects some or all of a provision tobe reimbursed, the reimbursement is recognisedas a separate asset only when the reimbursementis certain. The expense relating to a provision ispresented in the Statement of Profit and Loss net ofany reimbursement, if any.
ii) If the effect of the time value of money is material,provisions are discounted using a current pre¬tax rate that reflects, when appropriate, the risksspecific to the liability. When discounting is used, theincrease in the provision due to the passage of timeis recognised as a finance cost.
iii) Contingent liability is a possible obligation arisingfrom past events and whose existence will beconfirmed only by the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the entity or a present obligationthat arises from past events but is not recognizedbecause; it is not probable that an outflow of resourcesembodying economic benefits will be required tosettle the obligation or the amount of the obligationcannot be measured with sufficient reliability.
iv) A contingent asset is a possible asset that arisesfrom past events and whose existence will beconfirmed only by- the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the entity. The Company doesnot recognize the contingent asset in its standalonefinancial statements since this may result in therecognition of income that may never be realised.
v) If it is virtually certain that an inflow of economicbenefits will arise, the asset and related income arerecognised in the period in which the change occurs.
vi) Provisions, contingent liabilities and contingentassets are reviewed at each reporting date.
The tax expense for the period comprises currentand deferred tax.
Income Tax expense is recognised in Statement of Profitand Loss, except to the extent that it relates to itemsrecognised in the other comprehensive income or inequity. In which case, the tax is also recognised in othercomprehensive income or equity respectively.
i) Current tax
Current tax is the amount of income taxes payable(recoverable) in respect of taxable profit (taxloss) for a period.
Current tax assets and liabilities are measured at theamount expected to be recovered from or paid to thetaxation authorities, based on tax rates and lawsthat are enacted or substantively enacted by the endof the reporting period.
Current tax assets and tax liabilities are offset wherethe Company has a legally enforceable right to setoff the recognised amounts and intends either tosettle on a net basis, or to realise the asset and settlethe liability simultaneously.
ii) Deferred tax
Deferred tax is recognised on temporary differencesbetween the carrying amounts of assets andliabilities in the financial statements and thecorresponding tax bases used in the computation oftaxable profit for financial reporting purposes at thereporting date.
Deferred tax liabilities and assets are measured atthe tax rates that are expected to apply in the period,in which, the liability is settled or the asset realised,based on tax rates (and tax laws) that have beenenacted or substantively enacted by the end of thereporting period. The carrying amount of deferredtax liabilities and assets are reviewed at the end ofeach reporting period.
The Company recognises a deferred tax assetarising from unused tax losses or tax credits onlyto the extent that the entity has sufficient taxabletemporary differences or there is convincing otherevidence that sufficient taxable profit will beavailable against which the unused tax losses orunused tax credits can be utilised by the company.
The Company offsets deferred tax assets anddeferred tax liabilities if and only if it has a legallyenforceable right to set off current tax assets andcurrent tax liabilities and the deferred tax assets anddeferred tax liabilities relate to income taxes leviedby the same taxation authority on either the sametaxable entity which intends either to settle currenttax liabilities and assets on a net basis, or to realisethe assets and settle the liabilities simultaneously, ineach future period in which significant amounts ofdeferred tax liabilities or assets are expected to besettled or recovered.
Withholding tax arising out of payment of dividendsto shareholders under the Indian Income taxregulations is not considered as tax expense forthe Company and all such taxes are recognised inthe statement of changes in equity as part of theassociated dividend payment.
Deferred tax assets and liabilities are offset if thereis a legally enforceable right to set off current taxassets against current tax liabilities and the deferredtax assets and deferred tax liabilities relate to incometaxes levied by the same taxation authority.
The carrying amount of deferred tax assets isreviewed at each reporting date and reduced to theextent that it is no longer probable that sufficienttaxable profit will be available to allow all or part ofthe deferred tax asset to be utilised. Unrecogniseddeferred tax assets are re-assessed at eachreporting date and are recognised to the extent thatit has become probable that future taxable profitswill allow the deferred tax asset to be recovered.
iii) Uncertain Tax Position
Accruals for uncertain tax positions requiremanagement to make judgments of potentialexposures. Accruals for uncertain tax positions aremeasured using either the most likely amount or theexpected value amount depending on which methodthe entity expects to better predict the resolutionof the uncertainty. Tax benefits are not recognisedunless the management based upon its interpretationof applicable laws and regulations and theexpectation of how the tax authority will resolve thematter concludes that such benefits will be acceptedby the authorities. Once considered probable of notbeing accepted, management review each materialtax benefit and reflects the effect of the uncertainty indetermining the related taxable amounts.
i) Employees of the Company’s receive remunerationin the form of share-based payments, wherebyemployees render services as consideration for equityinstruments. The cost of equity-settled transactionsis determined by the fair value at the date when thegrant is made using an appropriate valuation model.That fair value determined at the grant date isrecognised, together with a corresponding increasein share-based payment reserves in equity, overthe period in which the performance and/ or serviceconditions are fulfilled. The cumulative expenserecognised for equity-settled transactions at eachreporting date until the vesting date reflects theextent to which the vesting period has expired andthe Company’s best estimate of the number of equityinstruments that will ultimately vest.
ii) When the terms of an equity-settled award aremodified, the minimum expense recognised is theexpense had the terms had not been modified, if theoriginal terms of the award are met. An additional
expense is recognised for any modification thatincreases the total fair value of the share-basedpayment transaction or is otherwise beneficial to theemployee as measured at the date of modification.
iii) Where an award is cancelled by the Company’s orby the counterparty, any remaining element of thefair value of the award is expensed immediatelythrough the statement of profit and loss.
iv) The dilutive effect of outstanding options is reflectedas additional share dilution in the computation ofdiluted earnings per share
Transactions and balances
i) Transactions in foreign currencies are initiallyrecorded at the exchange rate prevailing on the dateof transaction.
Monetary assets and liabilities denominated inforeign currencies are translated at the functionalcurrency closing rates of exchange at thereporting date.
ii) Exchange differences arising on settlement ortranslation of monetary items are recognised inStatement of Profit and Loss except to the extentof exchange differences which are regarded as anadjustment to interest costs on foreign currencyborrowings that are directly attributable to theacquisition or construction of qualifying assets, arecapitalised as cost of assets.
i) Short-Term Employee Benefits
The undiscounted amount of short-term employeebenefits expected to be paid in exchange for theservices rendered by employees are recognised asan expense during the period when the employeesrender the services.
Accumulated leave, which is expected to be utilisedwithin the next 12 months, is treated as short-termemployee benefit. The Company measures theexpected cost of such absences as the additionalamount that it expects to pay as a result of theunused entitlement that has accumulated at thereporting date. The Company recognizes expectedcost of short-term employee benefit as an expense,when an employee renders the related service.
The obligations are presented as current liabilitiesin the balance sheet if the entity does not have anunconditional right to defer the settlement for atleast twelve months after the reporting date.
The Company treats accumulated leave expected tobe carried forward beyond twelve months, as long¬term employee benefit for measurement purposes.Such long-term compensated absences are providedfor based on the actuarial valuation using theprojected unit credit method at the reporting date.Actuarial gains/ losses are immediately taken to thestatement of profit and loss and are not deferred.The obligations are presented as current liabilitiesin the balance sheet if the entity does not have anunconditional right to defer the settlement for atleast twelve months after the reporting date.
ii) Post-Employment BenefitsDefined Contribution Plans
A defined contribution plan is a post-employmentbenefit plan under which the Company pays specifiedcontributions to a separate entity. The Companymakes specified monthly contributions towardsProvident Fund. The Company’s contribution isrecognised as an expense in the Statement of Profitand Loss during the period in which the employeerenders the related service.
Defined Benefits Plans
The Company operates a defined benefit gratuity plan.
The cost of the defined benefit plan and other post¬employment benefits and the present value of suchobligations are determined using actuarial valuationsbeing carried out at the end of each annual reportingperiod. An actuarial valuation involves making variousassumptions that may differ from actual developmentsin the future. These include the determination of thediscount rate, future salary increases, mortality ratesand future pension increases. Due to the complexitiesinvolved in the valuation and its long-term nature,a defined benefit obligation is highly sensitive tochanges in these assumptions. All assumptions arereviewed at each reporting date.
The liability in respect of gratuity and other post¬employment benefits is calculated using theProjected Unit Credit Method and spread over theperiod during which the benefit is expected to bederived from employees’ services.
Remeasurements, comprising of actuarial gainsand losses, the effect of the asset ceiling, excludingamounts included in net interest on the net definedbenefit liability and the return on plan assets(excluding amounts included in net interest on the netdefined benefit liability), are recognised immediatelyin the balance sheet with a corresponding debit orcredit to retained earnings through OCI in the periodin which they occur.
Remeasurements are not reclassified to profit or lossin subsequent periods.
Past service costs are recognised in profit or loss onthe earlier of:
• The date of the plan amendment orcurtailment, and
• The date that the Company recognises relatedrestructuring costs.
Net interest is calculated by applying the discountrate to the net defined benefit liability or asset. TheCompany recognises the following changes in thenet defined benefit obligation as an expense in theStandalone statement of profit and loss:
• Service costs comprising current servicecosts, past-service costs, gains and losses oncurtailments and non-routine settlements; and
• Net interest expense or income.
i) Sales of goods
The Company derives revenue primarily from sale ofTravel Bags, accessories and manufacturing of bags.
Revenue from contracts with customers is recognisedwhen control of the goods is transferred to thecustomer at an amount that reflects the considerationentitled in exchange for those goods. The control ofthe products is said to have been transferred to thecustomer when the products are delivered to thecustomer, the customer has significant risks andrewards of the ownership of the product or when thecustomer has accepted the product.
Revenue is stated net of goods and service tax andnet of returns, chargebacks, rebates, estimatedadditional discounts and expected sales returnsand other similar allowances. These are calculatedon the basis of historical experience and the specificterms in the individual contracts. Revenue is onlyrecognised to the extent that is highly probable thatsignificant reversal will not accrue.
Revenue is measured at the amount of considerationwhich the Company expects to be entitled to inexchange for transferring distinct goods to a customeras specified in the contract, excluding amountscollected on behalf of third parties (for example taxesand duties collected on behalf of the government).Consideration is generally due upon satisfactionof performance obligations and a receivable isrecognised when it becomes unconditional.
The related liabilities at the reporting period aredisclosed in ‘Other Liabilities’. The assumptionsand estimated amounts of rebates/ discounts andreturns are reassessed at each reporting period.The Company's obligation to repair or replace faultyproducts under the standard warranty term isrecognised as a provision.
In determining the transaction price, the Companyconsiders the effects of variable consideration,the existence of significant financing components,noncash consideration, and consideration payableto the customer (if any). The Company estimatesvariable consideration at contract inception until itis highly probable that a significant revenue reversalin the amount of cumulative revenue recognised willnot occur when the associated uncertainty with thevariable consideration is subsequently resolved.
Sales returns
The Company accounts for sales returns accrual byrecording an allowance for sales returns concurrentwith the recognition of revenue at the time ofa product sale. This allowance is based on theCompany’s estimate of expected sales returns.
With respect to established products, the Companyconsiders its historical experience of sales returns,levels of inventory in the distribution channel,estimated shelf life, product discontinuances,price changes of competitive products, and theintroduction of competitive new products, to theextent each of these factors impact the Company’sbusiness and markets.
ii) Interest Income
Interest income from a financial asset is recognisedusing effective interest method.
Interest income from a financial asset is recognisedwhen it is probable that the economic benefits willflow to the Company and the amount of income canbe measured reliably. Interest income is accrued on atime basis, by reference to the principal outstandingand at the effective interest rate applicable, whichis the rate that exactly discounts estimated futurecash receipts through the expected life of thefinancial asset to that asset’s net carrying amounton initial recognition.
iii) Customer loyalty program reward points
Customer loyalty program reward points havinga predetermined life are granted to customerswhen they make purchases. The fair value of theconsideration on sale of goods resulting in such awardcredits is allocated between the goods supplied and
the reward point credits granted. The considerationallocated to the reward point credits is measuredby reference to fair value from the standpoint of theholder and revenue is deferred. The Company at theend of each reporting period estimates the numberof points redeemed and that it expects will be furtherredeemed, based on empirical data of redemption /lapses, and revenue is accordingly recognised.
iv) Contract balancesContract assets
A contract asset is the right to consideration inexchange for goods transferred to the customer. Ifthe Company performs by transferring goods to acustomer before the customer pays consideration orbefore payment is due, a contract asset is recognisedfor the earned consideration that is conditional.
Trade Receivables
A receivable represents the Company’s right toan amount of consideration that is unconditional(i.e., only the passage of time is required beforepayment of the consideration is due). Refer toaccounting policies of financial assets in section(n)(i) Financial instruments - initial recognition andsubsequent measurement.
Contract Liabilities
A contract liability is the obligation to transfergoods or services to a customer for which theCompany has received consideration (or an amountof consideration is due) from the customer. If acustomer pays consideration before the Companytransfers goods or services to the customer, acontract liability is recognised when the payment ismade, or the payment is due (whichever is earlier).Contract liabilities are recognised as revenue whenthe Company performs under the contract.
Costs to fulfil a contract i.e. freight, insurance andother selling expenses are recognised as an expensein the period in which related revenue is recognised.
A contract is recognised as a financial instrument that givesrise to a financial asset of one entity and a financialliability or equity instrument of another entity.
i) Financial Assets
Initial recognition and measurement
The classification of financial assets at initialrecognition depends on the financial asset’scontractual cash flow characteristics and theCompany’s business model for managing them.
With the exception of trade receivables that donot contain a significant financing component orfor which the Company has applied the practicalexpedient, the Company initially measures afinancial asset at its fair value plus, in the case of afinancial asset not at fair value through profit or loss,transaction costs.
Trade receivables that do not contain a significantfinancing component or for which the Company hasapplied the practical expedient are measured at thetransaction price determined under Ind AS 115. Referto the accounting policies in section (l) Revenue fromcontracts with customers.
Financial assets classified and measured atamortised cost are held within a business modelwith the objective to hold financial assets in orderto collect contractual cash flows while financialassets classified and measured at fair value throughOCI are held within a business model with theobjective of both holding to collect contractual cashflows and selling.
All financial assets and liabilities are initiallyrecognised at fair value. Transaction costs that aredirectly attributable to the acquisition or issue offinancial assets and financial liabilities, which arenot at fair value through profit or loss, are adjustedto the fair value on initial recognition. Purchase andsale of financial assets are recognised using tradedate accounting.
Subsequent measurement
For the purpose of subsequent measurementfinancial assets are classified into three categories:
• Financial assets at amortised cost(debt instruments)
• Financial assets at fair value through othercomprehensive income (FVTOCI)
• with recycling of cumulative gains andlosses (debt instruments)
• with no recycling of cumulativegains and losses upon derecognition(equity instruments)
• Financial assets at fairvalue through profit or loss
Financial assets carried at amortised cost
A financial asset is measured at amortised cost ifit is held within a business model whose objectiveis to hold the asset in order to collect contractualcash flows and the contractual terms of the financial
asset give rise on specified dates to cash flows thatare solely payments of principal and interest on theprincipal amount outstanding.
After initial measurement, such financial assets aresubsequently measured at amortised cost using theeffective interest rate (EIR) method. Amortised costis calculated by taking into account any discount orpremium on acquisition and fees or costs that are anintegral part of the EIR.
Impairment of investments
The Company reviews it carrying value ofinvestments carried at cost annually, or morefrequently when there is indication for impairment.If the recoverable amount is less than it's carryingamount, the impairment loss is recorded in theStatement of Profit and Loss.
Financial assets at fair value through profitor loss (FVTPI)
A financial asset not classified as either amortisedcost or FVTOCI, is classified as FVTPL.
Financial assets included within the fair valuethrough profit or loss category are measured at fairvalue with all the changes in the profit or loss.
During the reporting period, there are no instrumentsunder Fair Value through Other ComprehensiveIncome and Fair Value through Profit or Loss.
ii) Investment in Associate
The Company has elected to measure investmentin associate at cost. On the date of transition,the carrying amount has been consideredas deemed cost.
iii) Impairment of financial assets
In accordance with Ind AS 109, the Companyapplies ‘Expected Credit Loss’ (ECL) model, forevaluating impairment of financial assets otherthan those measured at fair value through profitand loss (FVTPL).
ECLs are recognised in two stages. For creditexposures for which there has not been a significantincrease in credit risk since initial recognition, ECLsare provided for credit losses that result from defaultevents that are possible within the next 12-months (a12-month ECL). For those credit exposures for whichthere has been a significant increase in credit risksince initial recognition, a loss allowance is requiredfor credit losses expected over the remaining life ofthe exposure, irrespective of the timing of the default(a lifetime ECL).
For trade receivables and contract assets, theCompany applies a simplified approach in calculatingECLs. Therefore, the Company does not track changesin credit risk, but instead recognises a loss allowancebased on lifetime ECLs at each reporting date. TheCompany has established a provision matrix thatis based on its historical credit loss experience,adjusted for forward-looking factors specific to thedebtors and the economic environment.
iv) Financial Liabilities
Classification as debt or equity
Debt and equity instruments issued by the Companyare classified as either financial liabilities or as equityin accordance with the substance of the contractualarrangements and the definitions of a financialliability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidencesa residual interest in the assets of an entity afterdeducting all of its liabilities. Equity instrumentsissued by the Company are recognised at theproceeds received, net of direct issue costs.
Repurchase of the Company’s own equityinstruments is recognised and deducted directly inequity. No gain or loss is recognised in profit or losson the purchase, sale, issue or cancellation of theCompany’s own equity instruments.
Financial liabilities are classified, at initial recognition,as financial liabilities at fair value through profit orloss, loans and borrowings, payables as appropriate.
All financial liabilities are initially recognised at fairvalue and in case of loans, borrowings and payables,net of directly attributable transaction cost. Feesof recurring nature are directly recognised in theStatement of Profit and Loss as finance cost.
The Company’s financial liabilities include tradeand other payables, loans and borrowings includingbank overdrafts and financial guarantee contracts.
For purposes of subsequent measurement, financialliabilities are classified as:
• Financial liabilities at amortised cost (loansand borrowings)
This is the category most relevant to the Company.After initial recognition, interest-bearing loansand borrowings are subsequently measured at
amortised cost using the EIR method. Gains andlosses are recognised in profit or loss when theliabilities are derecognised as well as through theEIR amortisation process.
Amortised cost is calculated by taking into accountany discount or premium on acquisition and fees orcosts that are an integral part of the EIR. The EIRamortisation is included as finance costs in thestatement of profit and loss.
For trade and other payables maturing within oneyear from the Balance Sheet date, the carryingamounts approximate fair value due to the shortmaturity of these.
v) Derecognition of Financial Instrument
A financial asset is primarily derecognised (i.e.,removed from the Company’s balance sheet) when:
(1) The contractual rights to receive cash flowsfrom the asset have expired, or
(2) The Company has transferred its rights toreceive contractual cash flows from the assetor has assumed an obligation to pay thereceived cash flows in full without materialdelay to a third party under a ‘pass-through’arrangement, and either (a) the Companyhas transferred substantially all the risks andrewards of the asset, or (b) the Company hasneither transferred nor retained substantiallyall the risks and rewards of the asset, but hastransferred control of the asset.
On derecognition of a financial asset in its entirety,the difference between the asset’s carrying amountand the sum of the consideration received andreceivable and the cumulative gain or loss that hadbeen recognised in OCI and accumulated in equity isrecognised in profit or loss if such gain or loss wouldhave otherwise been recognised in profit or loss ondisposal of that financial asset.
A financial liability is derecognised when the obligationunder the liability is discharged or cancelled orexpires. When an existing financial liability is replacedby another from the same lender on substantiallydifferent terms, or the terms of an existing liabilityare substantially modified, such an exchange ormodification is treated as the derecognition of theoriginal liability and the recognition of a new liability.The difference between the carrying amount of thefinancial liability derecognised and the considerationpaid and payable is recognised in profit or loss.
vi) Offsetting of financial instruments
Financial assets and financial liabilities are offsetand the net amount is reported in the Standalonebalance sheet if there is a currently enforceable legalright to offset the recognised amounts and there isan intention to settle on a net basis, to realise theassets and settle the liabilities simultaneously.
i) The Company assesses at each reporting date asto whether there is any indication that any property,plant and equipment and intangible assets or groupof assets, called Cash Generating Units (CGU)may be impaired. If any such indication exists therecoverable amount of an asset or CGU is estimatedto determine the extent of impairment, if any. Whenit is not possible to estimate the recoverable amountof an individual asset, the Company estimates therecoverable amount of the CGU to which the assetbelongs. The goodwill on business combinations istested for impairment annually.
ii) The recoverable amount of an asset or cashgenerating unit is the greater of its value in use andits fair value less costs to sell. In assessing value inuse, the estimated future cash flows are discountedto their present value using a pre-tax discount ratethat reflects current market assessments of the timevalue of money and the risks specific to the asset orthe cash-generating unit for which the estimates offuture cash flows have not been adjusted.
iii) The carrying amounts of the Company’s non¬financial assets are reviewed at each reportingdate to determine whether there is any indicationof impairment. If any such indication exists, then theasset’s recoverable amount is estimated in order todetermine the extent of the impairment loss, if any.
iv) An impairment loss is recognised in the Statementof Profit and Loss to the extent, asset’s carryingamount exceeds its recoverable amount.
v) The impairment loss recognised in prior accountingperiod is assessed at each reporting date for anyindications that the loss has decreased or no longerexists and is reversed if there has been a change inthe estimate of recoverable amount. An impairmentloss is reversed only to the extent that the asset’scarrying amount does not exceed the carryingamount that would have been determined, net ofdepreciation or amortisation, if no impairment losshad been recognised.
The Company presents assets and liabilities in the BalanceSheet based on current / non-current classification.
i) An asset is treated as current when it is:
(1) Expected to be realised or intended to be soldor consumed in normal operating cycle;
(2) Held primarily for the purpose of trading;
(3) Expected to be realised within twelve monthsafter the reporting period, or
(4) Cash or cash equivalent unless restrictedfrom being exchanged or used to settle aliability for at least twelve months after thereporting period.
All other assets are classified as non-current.
ii) A liability is current when:
(1) It is expected to be settled in normaloperating cycle;
(2) It is held primarily for the purpose of trading;
(3) It is due to be settled within twelve monthsafter the reporting period, or
(4) There is no unconditional right to defer thesettlement of the liability for at least twelvemonths after the reporting period.
The Company classifies all other liabilitiesas non-current.
Deferred tax assets and liabilities are classified asnon-current assets and liabilities.
The operating cycle is the time between the acquisitionof assets for processing and their realisation in cashand cash equivalents. The Company has identified12 months as its operating cycle.
i) Basic earnings per share are calculated by dividing thenet profit or loss for the period attributable to equityshareholders by weighted average number of equityshares outstanding during the period. The weightedaverage number of equity shares outstanding duringthe period are adjusted for events of bonus issue;bonus element in a right issue to existing shareholders.
ii) For the purpose of calculating diluted earnings pershare, the net profit or loss for the year attributableto equity shareholders and the weighted averagenumber of shares outstanding during theyear are adjusted for the effects of all dilutivepotential equity shares.
iii) The number of equity shares and potentially dilutiveequity shares are adjusted retrospectively for allperiods presented for any share splits and bonusshares issues including for changes effected priorto the approval of the financial statements by theBoard of Directors.
The Company recognises a liability to pay dividend toequity holders of the Company when the distributionis authorised, and the distribution is no longer at thediscretion of the Company. As per the corporate laws inIndia, a distribution is authorised when it is approved bythe shareholders. A corresponding amount is recogniseddirectly in equity.
i) Cash and Cash equivalents in the balance sheetcomprise cash at banks and on hand, short-term,highly liquid investments with original maturities ofthree months or less that are readily convertible toknown amounts of cash and which are subject to aninsignificant risk of changes in value.
ii) Statement of Cash Flows is prepared in accordancewith the Indirect Method prescribed in the IndianAccounting Standard-7 'Statement of Cash Flows'.
The operating segments are identified on the basis ofbusiness activities whose operating results are regularlyreviewed by the Chief Operating Decision Maker ofthe Company and for which the discrete financialinformation is available.
An associate is an entity over which the Company hassignificant influence. Significant influence is the power toparticipate in the financial and operating policy decisionsof the investee but is not control or joint control overthose policies.
The Company’s investments in its associates areaccounted at cost less impairment.
The Company reviews its carrying value of investmentscarried at cost annually, or more frequently when thereis indication for impairment. If the recoverable amountis less than its carrying amount, the impairment loss isrecorded in the Statement of Profit and Loss.
When an impairment loss subsequently reverses, thecarrying amount of the Investment is increased to therevised estimate of its recoverable amount, so that theincreased carrying amount does not exceed the cost of the
Investment. A reversal of an impairment loss is recognisedimmediately in Statement of Profit or Loss.
Business Combination involving entities or businessesunder common control shall be accounted for using thepooling of interest method are as follows:
- The assets and liabilities of the combining entitiesare reflected at their carrying amounts.
- No adjustments are made to reflect the fair values, orrecognise new assets or liabilities. Adjustments aremade to harmonise accounting policies.
- The financial information in the financial statementsin respect of prior periods is restated as if the businesscombination has occurred from the beginning ofthe preceding period in the financial statements,irrespective of the actual date of the combination.
Exceptional items refer to items of income or expense,including tax items, within the statement of profit andloss from ordinary activities which are non-recurring andare of such size, nature or incidence that their separatedisclosure is considered necessary to explain theperformance of the Company.
The Ministry of Corporate Affairs has notified Companies(Indian Accounting Standards) Amendment Rules, 2024dated 12th August, 2024 notifying Ind AS 117 - InsuranceContracts. The company does not have any insurancecontracts to which Ind AS 117 will apply.
The preparation of the revised financial statements inconformity with the Ind AS requires management to makejudgments, estimates and assumptions that affect theapplication of accounting policies and the reported amountsof assets, liabilities and the accompanying disclosures as atdate of the financial statements and the reported amountsof the revenues and expenses for the years presented.The estimates and associated assumptions are based onhistorical experience and other factors that are consideredto be relevant. Actual results may differ from theseestimates under different assumptions and conditions. Theestimates and underlying assumptions are reviewed onan ongoing basis. Revisions to accounting estimates arerecognised in the period in which the estimate is revisedif the revision affects only that period or in the period ofthe revision and future periods if the revision affects bothcurrent and future periods.
The Company’s contracts with customers include promisesto transfer goods to the customers. Judgement is requiredto determine the transaction price for the contract.
The transaction price could be either a fixed amount ofcustomer consideration or variable consideration withelements such as schemes, incentives and cash discounts,among others. The estimated amount of variableconsideration is adjusted in the transaction price onlyto the extent that it is highly probable that a significantreversal in the amount of cumulative revenue recognisedwill not occur and is reassessed at the end of each year.
The Company’s revenue recognition policy requiresestimation of rebates, discounts and sales returns.The company has varied number of rebates/discountschemes offered which are primarily driven by the termsand conditions for each scheme including the workingmethodology to be followed and the eligibility criteria foreach of the scheme. The estimates for rebates/discountsneed to be based on evaluation of eligibility criteria and thepast trend analysis. The company estimates expected salesreturns based on a detailed historical study of past trends.
Property, plant and equipment / intangible assets aredepreciated / amortised over their estimated usefullives, after taking into account estimated residual value.Management reviews the estimated useful lives andresidual values of the assets annually in order to determinethe amount of depreciation / amortisation to be recordedat each year end.
The useful lives and residual values are based on theCompany’s historical experience with similar assets andtake into account anticipated technological changes. Thedepreciation / amortisation for future periods is revised ifthere are significant changes from previous estimates.
Judgements are required in assessing the recoverabilityof overdue trade receivables and determining whether aprovision against those receivables is required. Factorsconsidered include the credit rating of the counterparty,the amount and timing of anticipated future paymentsand any possible actions that can be taken to mitigate therisk of non-payment.
The selling prices of inventory are estimated to determinethe net realisable value of inventory. Historical salespatterns and post year end trading performance are usedto determine these.
The Company writes down inventories to net realisablevalue based on an estimate of the realisability ofinventories. Write downs on inventories are recordedwhere events or changes in circumstances indicate thatthe balances may not realise. The identification of write¬downs requires the use of estimates of net selling pricesof the down-graded inventories. Where the expectationis different from the original estimate, such difference willimpact the carrying value of inventories and write-downsof inventories in the periods in which such estimatehas been changed.
Management exercises judgement in determining thelease term of its lease contracts. Within its lease contracts,in respect of its Retail business.
Provisions and liabilities are recognized in the periodwhen it becomes probable that there will be a futureoutflow of funds resulting from past operations or eventsand the amount of cash outflow can be reliably estimated.The timing of recognition and quantification of the liabilityrequires the application of judgment to existing factsand circumstances, which can be subject to change. Thecarrying amounts of provisions and liabilities are reviewedregularly and revised to take account of changing factsand circumstances.
The Company provides defined benefit employeeretirement plans. The present value of the definedbenefit obligations depends on a number of factors thatare determined on an actuarial basis using a number ofassumptions. The assumptions used in determining thenet cost (income) for post employments plans include thediscount rate, salary escalation rate, attrition rate andmortality rate. Any changes in these assumptions willimpact the carrying amount of such obligations.
The Company determines the appropriate discount rate,salary escalation rate and attrition rate at the end ofeach year. In determining the appropriate discount rate,the Company considers the interest rates of governmentbonds of maturity approximating the terms of the relatedplan liability and attrition rate and salary escalation rate isdetermined based on the company's past trends adjustedfor expected changes in rate in the future.
The Company assesses the chances of an asset gettingimpaired on each reporting date. If any indication exists,the Company estimates the asset’s recoverable amount.An asset’s recoverable amount is the higher of fair valueless costs of disposal of an asset or Cash GeneratingUnit (CGU) and its value in use. It is determined for anindividual asset, unless the asset does not generate cashinflows that are largely independent of those from otherassets or a group of assets. Where the carrying amountof an asset or CGU exceeds its recoverable amount, theasset is considered impaired and is written down to itsrecoverable amount.
In assessing value in use, the estimated future cashflows are discounted to their present value using pre-taxdiscount rate that reflects current market assessmentsof the time value of money and the risks specific to theasset. In determining fair value less costs of disposal,recent market transactions are taken into account, ifno such transactions can be identified, an appropriatevaluation model is used.
The impairment provisions for financial assets are basedon assumptions about risk of default and expected cashloss rates. The Company uses judgment in making theseassumptions and selecting the inputs to the impairmentcalculation, based on Company’s past history, existingmarket conditions as well as forward looking estimates atthe end of each reporting period.
a. The aggregate depreciation has been included under depreciation and amortisation expense in the Statement of Profit and Loss.
b. The Company determines that a contract is or contains a lease, if the contract conveys right to control the use of an identifiedasset for a period of time in exchange for a consideration. At the inception of a contract which is or contains a lease, theCompany recognizes lease liability at the present value of the future lease payments for non-cancellable period of a leasewhich is not short term in nature except for lease of low value items. The future lease payments for such non-cancellableperiod is discounted using the Company’s incremental borrowing rate. Lease payments include fixed payments. The Companyalso recognizes a right of use asset which comprises of amount of initial measurement of the lease liability. Right of use assetsis amortized over the period of lease.
c The Company has not revalued any of its Property, plant and equipments during the year.
d On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS101-First Time Adoption; to continue with the carrying value of all Property, plant and equipment measured as per theprevious GAAP and use that carrying value as the deemed cost of Property, plant and equipment.On transition to Ind AS (i.e.1 April 2020), the Company has elected to continue with the carrying value of all Property, plant and equipment measured asper the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.
4.3 There is no project whose completion is overdue or has exceeded its cost compared to its original plan during thefinancial year 2024-25.
a Asset under construction
Capital work in progress as at 31 March 2025 comprises expenditure for the manufacturing unit in the course of constructionwhich commenced in April 2024 and is expected to be completed in June, 2025. Total amount of CWIP is H 2,295 Lakhs (31March 2024: Nil), including Borrowing costs H 46.46 Lakhs (31 March 2024 : Nil). The rate used to determine the amount ofborrowing costs eligible for capitalisation was 8.9%, which is the effective interest rate of the specific borrowing.
b Land and buildings
The Term Loan availed for construction of the manufacturing unit, forming part of the Capital work-in-progress, issecured by charges as detailed in Note 21.1
5.2 The Company’s investment property consists of commercial plot of land in India.
5.3 The Company has no restrictions on the realisability of its investment properties and no restrictions on the remittance ofincome and proceeds of disposal.
5.4 Though the Company measures investment property using cost based measurement, the fair value of investment property isbased on valuation performed by competent values who in the opinion of Management of the Company, posses recognisedand relevant professional qualification and have recent experience in the location and category of the investment propertybeing valued. The main inputs used are location and locality, supply and demand, local nearby enquiry and market feedbackof investigation.
5.5 Fair valuation of Property is H 101.44 Lacs. The fair value measurement is categorised in level 3 fair value hierarchy.
5.6 Useful life of land and plots is indefinite and hence not depreciated.
b. All the additions done during the year are acquired separately and are not internally developed
c. There are no restrictions over the title of the Company's intangible assets, nor are any intangible assets pledged as securityfor liabilities.
d. On transition to Ind AS (i.e. 1 April 2020), the Company has elected to exercise the option available in Para D7AA of INDAS101-First Time Adoption; to continue with the carrying value of all Intangible assets measured as per the previous GAAP anduse that carrying value as the deemed cost of Intangible assets.
11.1 Inventory consists of raw materials, finished goods, work in progress, and stores and spares and is measured at the lower ofcost and net realisable value. The cost of inventories of items that are not ordinarily interchangeable are assigned by usingspecific identification of their individual costs. Cost of stock-in-trade includes cost of purchases and other costs incurred inbringing the inventories to its present location and condition. Net realisable value is the estimated selling price in the ordinarycourse of business, less the estimated costs of completion and costs necessary to make the sale.
11.2 Carrying amount of inventory hypothecated to secure working capital facilities of H 7614.46 Lakhs (Previous yearH 6465.89 Lakhs).
11.3 The details of charge created on stocks, book debts and other current assets are as per Note 21.1 and 25.2
12.1 The Company has used expected credit loss (ECL) model for assessing the impairment loss. For the purpose, the Companyuses a provision matrix to compute the expected credit loss amount. The provision matrix takes into account risk factors andhistorical data of credit losses from various customers.
12.2 No trade or other receivable are due from directors or other officers of the company either severally or jointly with any otherperson. Nor any trade or other receivable are due from firms or private companies respectively in which any director is apartner, a director or a member.
12.3 Trade receivables are non-interest bearing. In March 2025, INR 52.61 Lakhs (March 2024: INR 41.88 Lakhs) was recognisedas provision for expected credit losses on trade receivables.
20.1 Securities premium - The amount received in excess of face value of the equity shares is recognised in securities premium. Incase of equity-settled share based payment transactions, the difference between fair value on grant date and nominal valueof share is accounted as securities premium. It is utilised in accordance with the provisions of the Companies Act, 2013.
20.2 General reserve: The reserve arises on transfer portion of the net profit pursuant to the earlier provisions of Companies Act,1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013. The retained earnings representthe net surplus of income over expenses. It is part of free reserves of the Company.
20.3 Capital Reserve: This reserve arises as a result of business combinations accounted for under the pooling of interests methodas per applicable accounting standards. It represents the difference between the net assets taken over and the considerationpaid in case of merger, where the net assets exceed the purchase consideration. This reserve is not a free reserve and is notavailable for distribution as dividend.
20.4 Share forfeiture reserve: This reserve is created from the amount originally paid by shareholders on shares that weresubsequently forfeited due to non-payment of call money or other reasons. The amount remains with the company and maybe adjusted against reissue of forfeited shares. It is considered a capital reserve and is not available for dividend distribution.
20.5 Share Based Payment Reserve: The reserve is created on account of equity share settled options granted to the employeesof the Company.
20.6 The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees underEmployee stock option plan.
The Company has two share option outstanding account under which options to subscribe for the Company’s shares havebeen granted to certain executives and senior employees.
The share-based outstanding account is used to recognise the value of equity-settled share-based payments providedto employees, including key management personnel, as part of their remuneration. Refer to Note 47 for further detailsof these plans.
A. Loans from Axis Bank Ltd. Indore are secured by First Parri Passu Charge on Primary as well as Collateral Security.
Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks in
progress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank both
present and future.
Collateral Security : First Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, Gram Musakhedi, Indore - 452001 Owned by IFFOverseas Private Limited.
2. Industrial Property - Survey No. 140/2/2 Patwari Halka No. 26, Village Musakhedi Tehsil and Dist. Indore- 452001owned by M/s IFF Overseas Pvt Ltd. 3. Residential Property -Flat No. 202 Arms Majestic Plot no. 34-C, Sector F,Slice-3, Shahid Bhagat Singh Ward, Indore Owned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
4. Residential Property- No. 301 Arms Majestic Plot no. 34-C, Sector F, Slice-334, Shahid Bhagat Singh Ward, IndoreOwned by Mr. Prateek Maheshwari & Mrs. Sakshi Rathi Maheshwari.
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by BrandConcepts Limited."
B. Loans from HDFC Bank, Indore are secured by Second Parri Passu charge on Primary as well as Collateral Securities.
Primary Security : Primary Security: Stock & book debts, LIC Policy
Collateral Security : Second Parri Passu charge on following collateral securities
5. Plot No. 140 & 141 Industrial Township DMIC Vikram Udyogpuri Narwar Ujjain -456664 Owned by BrandConcepts Limited.
C. All Vehicle Loans from Kotak Mahindra Bank,ICICI Bank and Bank of Baroda are secured against hypothication of
respective vehicles.
A. Loans repayable on demand from Axis Bank Ltd. Indore is secured by First Parri Passu Charge on Primary as well asCollateral Security.
Primary Security : First Parri Passu charge on entire current assets including stocks comprising raw materials, stocks inprogress, finished goods, consumable stores and spares and receivables in the name of company with HDFC Bank bothpresent and future.
B. Loans repayable on demand from HDFC Bank, Indore are secured by Second Parri Passu charge on Primary as well asCollateral Securities.
Primary Security : Primary Security: Stock & book debts, LIC PolicyCollateral Security : Second Parri Passu charge on following collateral securities
1. Commercial Property- Survey No 140/2, PHN 15/2, (New), 26 old, GramMusakhedi, Indore - 452001 Owned by IFFOverseas Private Limited.
Terms and ConditionsSales:
The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions and in the ordinarycourse of business. Sales transactions are based on prevailing price lists and memorandum of understanding signed withrelated parties. For the year ended 31 March 2025, the Company has not recorded any impairment of receivables relating toamounts owed by related parties.
Purchases:
The purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions and in theordinary course of business. Purchase transactions are made on normal commercial terms and conditions and market rates.
Rent & Designing Charges
The rent & designing charges paid to related parties are made on terms equivalent to those that prevail in arm’s lengthtransactions and in the ordinary course of business
The transactions other than mentioned above are also in the ordinary course of business and at arms’ length basis.
a. Claims against the company not acknowledged as debt : Nil
b. Guarantees excluding financial guarantees :
i) Bank Guarantee of H 900 lakh in favour of Canteen Stores Department (CSD) as per their requirement. Thisguarantee does not invlove an outflow of resources at the time of issuance but represents a contingent liability,dependent on future events. As of the reporting date, there has been no claim against this guarantee.
ii) Bank Guarantee of H 0.46 lakhs given to Custom Department (H 0.46 lakhs as at March 31, 2024)
c. Other money for which the contingently liable:
i) Income Tax cases in appeals pending before Commissioner (Appeals) as at March 31, 2025 is H 72.62 lakhs and asat March 31, 2024 is H 103.19 lakhs.
ii) Custom Duty as at March 31, 2025 is H 1,696.95 lakhs and as at March 31, 2024 is H 1,696.95 lakhs.
iii) Company had received an order from Commissioner of Customs, NS-V/CAC/JNCH against the demand cum showcause notice under Section 28(4) read with section 124 of the Custom Act, 1962 served from the Directorate ofRevenue Intelligence (DRI) for short payment of duty due to non-inclusion of certain payments to vendors fordetermining assessable value for payment of Custom Duty. The Company has filed the Appeal to the CESTAT andthe Company is confident that its position will likely be upheld in the appellate process against the above demand.
iv) Sales Tax Demand in Appeal as at March 31, 2025 is H 98.68 lakhs and as at March 31, 2024 is H 111.47 lakhs.Amount deposited against appeal as at March 31, 2025 is H 31.48 lakhs and as at March 31, 2024 is H 36.67 lakhs.
a. Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2025
is H 337.13 lakhs and as at March 31, 2024 is H 16.86 lakhs.
b. Other Commitments:
The Company has committed to purchase of stock as at March 31, 2025 of H 2,960 lakhs and as at March 31, 2024
is H 2,618 lakhs.
The Company’s capital management objectives are:
(a) to ensure the Company’s ability to continue as a going concern; and
(b) to provide an adequate return to shareholders through optimization of debts and equity balance.
The Company monitors capital on the basis of the carrying amount of debt less cash and cash equivalents, bank balances(excluding earmarked balances with banks.
Ensure financial flexibility and diversify sources of financing and their maturities to minimize liquidity risk while meetinginvestment requirements.
Proactively manage group exposure in forex, interest and commodities to mitigate risk to earnings.
Leverage optimally in order to maximize shareholder returns while maintaining strength and flexibility of the Balance sheet.
This framework is adjusted based on underlying macro-economic factors affecting business environment, financial marketconditions and interest rates environment.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal(or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whetherthat price is directly observable or estimated using a valuation technique.
In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.Fair Value Hierarchy
The Company determines fair values of its financial instruments according to the following hierarchy:
Level 1 - valuation based on quoted market price: financial instruments with quoted prices for identical instruments in activemarkets that the Company can access at the measurement date.
Level 2 - valuation using observable inputs: financial instruments with quoted prices for similar instruments in active marketsor quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where allsignificant inputs are observable.
Level 3 - valuation technique with significant unobservable inputs: financial instruments valued using valuation techniques whereone or more significant inputs are unobservable.
This note describes the fair value measurement of both financial and non-financial instruments.
The Company has an internal fair value assessment team which assesses the fair values of assets qualifying for fair valuation.The Company’s valuation framework includes:
• Benchmarking prices against observable market prices or other independent sources;
• Development and validation of fair valuation models using model logic, inputs, outputs and adjustments.
• Use of fair values as determined by the derivative counter parties.
These valuation models are subject to a process of due diligence and validation before they become operational and are continuouslycalibrated. These models are reviewed and validated by various units of the Company including risk, treasury and finance. TheCompany has an established procedure governing valuation which ensures fair values are in compliance with accounting standards.
Valuation methodologies adopted
Fair values of financial assets, other than those which are subsequently measured at amortised cost, have been arrived at as under:
• Fair values of investments held under FVTPL have been determined under level 1 using quoted market prices of theunderlying instruments;
• Fair values of investments in unquoted equity instruments designated under FVOCI have been measured under level 3 at fairvalue based on a discounted cash flow model.
• Derivative financial instrument i.e. All future cashflows in the contract are discounted to present value using these forwardrates to arrive at the fair value as at reporting date.
The Company has determined that the carrying values of cash and cash equivalents, bank balances, trade receivables, shortterm loans, floating rate loans, trade payables, short term debts, borrowings, bank overdrafts and other current liabilities are areasonable approximation of their fair value and hence their carrying values are deemed to be fair values. These are classified asLevel 3 fair value hierarchy due to inclusion of unobservable inputs including counterparty credit risk.
The Company assessed that cash and cash equivalents, trade receivables, trade payables and other current liabilities approximatetheir carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in acurrent transaction between willing parties, other than in a forced or liquidation sale."
The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.The Company’s risk management assessment and policies and processes are established to identify and analyze the risksfaced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same.Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and theCompany’s activities.
Credit risk is the risk that a customer or counterparty to a financial instrument fails to meet its contractual obligations causingfinancial loss to the company. Credit risk arises mainly from the outstanding receivables from customers. Credit risk is managedthrough credit approvals, establishing credit limits and continuously monitoring the creditworthiness of counterparty to whichthe Company grants credit terms in the normal course of business.
Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes inmarket rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitiveinstruments as a result of such adverse changes in market rates and prices.
Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables andall short term and long term debt.
The Company is exposed to market risk primarily related to foreign exchange rate risk.
Thus, the Company’s exposure to market risk is a function of investing and borrowing activities and revenue generating andoperating activities in foreign currencies.
The Company’s functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreigncurrencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company’scosts of imports, primarily in relation to goods.
Contributions are made to Regional Provident Fund (RPF), Family Pension Fund, Employee State Insurance Scheme (ESIC)and other funds which covers all regular employees)
While both the Employees and the Company make predetermined contributions to the Provident Fund and ESIC, contributionto the Family Pension Fund and other Statutory Funds are made only by the Company.
The contributions are normally based on a certain percentage of the Employee's salary.
Amount recognised as expense in respect of these defined contribution plans, aggregate to INR 206.56 Lacs (March 31, 2024:INR 149.01 Lacs)
The Company has following post employment benefits which are in the nature of defined benefit plans:
Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are incontinuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/terminationis the employees last drawn salary per month computed proportionately for 15 days salary multiplied for the number of yearsof service. The Gratuity plan is a Funded plan administered by the Company .
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, ateach Balance Sheet date.
The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains andlosses through re-measurements of the net defined benefit liability/(asset) are recognized in other comprehensive incomeand are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excessof the yields computed by applying the discount rate used to measure the defined benefit obligations recognized in othercomprehensive income.
Actuarial Valuation Method
The valuation has been carried out using the Project Unit Credit Method as per Ind AS 19 to determine the present value ofdefined benefit obligations and the related current service cost, and, where applicable, past service cost. It should be notedthat the valuations do not affect the ultimate cost of the plan, only the timing of when the benefit costs are recognized.
Description of Risk Exposures
Valuations are performed based on a certain basic set of pre-determined assumptions and other regulatory frameworks,
which may vary over time. Thus, the company is exposed to various risks in providing the above gratuity benefit, which
are as follows:
i) Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate determined byreference to the market yields on government bonds denominated in Indian Rupees. If the actual return on plan asset isbelow this rate, it will create a plan deficit.
ii) Interest rate risk - A decrease in the bond interest rate will increase the plan liability. However, this will be partially offsetby an increase in the return on the plan’s debt investments.
iii) Longevity risk - The present value of the defined benefit plan liability is calculated by reference to the best estimate ofthe mortality of plan participants both during and after their employment. An increase in the life expectancy of the planparticipants will increase the plan’s liability.
iv) Salary risk - The present value of the defined benefit plan liability is calculated by reference to the future salaries of planparticipants. As such, an increase in the salary of the plan participants will increase the plan’s liability.
51.1 The Company has Employee Stock Option Scheme,i.e , ESOP Scheme - 2020 under which options have been granted. TotalNumber of options available under this scheme is 2,14,140 (Total Option Pool under scheme 5,29,140) out of which companyhas offered 1,08,000 options with 3 different vesting periods this year.
The exercise price of the share options is equal to the market price of the underlying shares on the date of grant.
The fair value of the share options is estimated at the grant date using a Black Scholes option pricing model, taking intoaccount the terms and conditions upon which the share options were granted.
Reasons for material discrepancies : Debit note and Credit notes related to Purchase and sales are finalized after thesubmission of monthly statements. Monthly statements are submitted within 10 days of subsequent month; hence, any suchadjustments made afterwards are not reflected in that period, leading to discrepancies. Additionally, the reversal of Goodsin transit is carried out on a quarterly basis, which results in differences when comparing monthly statements. Furthermore,the variance recorded in the books includes trade payables for goods, Operational expenditure (Opex) & Capital Expenditure(Capex), whereas the stock statements consider trade payables related to goods only.
2 The Company has not granted any loans or advances in the nature of loans to promoters, directors and KMPs, either severallyor jointly with any other person.
3 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), withthe understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectlylend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“UltimateBeneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
4 No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
5 No proceedings have been initiated or pending against Company for holding any Benami Property under Prohibitions ofBenami Transactions Act,1988 (Earlier titled as Benami transactions (Prohibitions) Act,1988.
6 The Company is not declared a wilful defaulter by any Bank or Financial Institution or any other lender.
7 The Company has no transaction with struck off companies under section 248 of the Companies Act,2013 or under section
530 of Companies Act,1956.
8 No charges of satisfaction are pending for registration with the Registrar of Companies (ROC).
9 The Company has no Subsidiary therefore the clause (87) of section 2 of the Companies Act, 2013 read with the Companies(Restriction on Number of Layers) Rules, 2017 is not applicable.
10 The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
11 The title deeds of Immovable Property are held in the name of the Company.
12 The Company has not revalued its Property, Plant and Equipment during the year.
13 The Company has not revalued its Intangible Assets during the year.
14 The amount borrowed from Banks and Financial Institution have been used for the specific purpose for which it was sanctioned.
The figures appearing in financial statements haves been rounded off to the nearest Lakhs, as required by General Instructions forpreparation of Financial Statements in Division II Schedule III to the Companies Act,. 2013.
In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated Ind AS financialstatements, and therefore, no separate disclosure on segment information is given in these financial statements. The Company hasidentified "Travel Gear and related accessories" as the single operating segment for the continued operations in the standaloneand consolidated financial statement as per IndAS 108- Operating Segments.
The Board of Directors of the Company approved the Scheme of Merger (the ‘Scheme’) for merger of the Company withIFF Overseas Private Limited (Transferor Company) at its meeting held on 09th November, 2023. The Scheme of Mergerwas sanctioned by the Hon'ble National Company Law Tribunal, Indore Special Bench which was served on the TransfereeCompany subsequent to the adoption of the financial statements for the year ended 31st March, 2025 by its Board. TheAppointed Date as per the approved Scheme is 1st April, 2024. The accounting treatment pursuant to the Scheme hasbeen given effect to as per Appendix C- Business Combinations of Entities under Common Control, of Ind AS 103 "BusinessCombination" by the Transferee Company and the Transferor Company, being entities under common control. All assetsand liabilities (including reserves), rights and obligation of the Transferor Company have been vested with the TransfereeCompany with effect from 01 April, 2024 and have been recorded at respective carrying amount as per the "Pooling ofInterest Method". Further, the financial information in respect of the corresponding preceeding year 2023-24 has also beenrestated as if the business combination had occurred from the beginning of the preceding period in the financial statements,as required by the said Appendix-C.
On receipt of the certified copy of the order dated 09 May, 2025 from National Company Law Tribunal, Indore Special Benchsanctioning the Scheme, and upon filing the same with Registrar of Companies on 02nd June, 2025 the Scheme has becomeeffective. Accordingly, the revision to standalone financial statements for the year ended on 31st March, 2025 have beencarried out solely for giving effect of above referred merger and no additional adjustments have been carried out for anyother events occurring after 15 May 2025 (being the date when the financial statements were first approved by the Board ofDirectors of the Company).
Upon the Scheme becoming effective, the entire share capital of the Transferor Company shall stand cancelled andextinguished. In consideration thereof, the Transferee Company shall issue and allot to them equity shares of the TransfereeCompany of face value ^10/- (Rupees Ten only) each, fully paid-up, in the proportion of 100 (One Hundred) equity sharesof the Transferee Company for every 353 (Three Hundred Fifty-Three) equity shares held in the Transferor Company. If anymember becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the Equity Shares bythe Transferee Company, the Board of the Transferee Company shall ignore such fraction and no shares shall be allotted inrespect of such fractional entitlements by the Transferee Company which may arise as a result of the shareholding of themembers of the Transferor Company on the basis of the Share Exchange Ratio. Such treatment of fractional entitlement is notprejudicial to the interest of the public shareholders of the Transferee Company.
The difference between net identifiable assets acquired and consideration paid on account of merger has been accounted asCapital Reserve amounting to H 304.63 lakhs.
The Revised Financial Statements were approved for issue by Board of directors in its meeting held on 1st August, 2025.As per our report of even date
For Fadnis & Gupte LLP For and on behalf of the Board of Directors of
Chartered Accountants Brand Concepts Limited
FRN : 006600C / C400324
CA. Bhavika Chandwani Abhinav Kumar Prateek Maheshwari
Partner (M.No. 440574) (CFO & Whole Time Director) (Managing Director)
DIN (06687880) DIN (00039340)
Place: Indore Swati Gupta
Date: August 01, 2025 (Company Secretary & Compliance Officer)
M. No. (A 33016)